U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


                         FORM 10-KSB/A (NO. 2)
                         ---------------------    

(Mark One)

     X             ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
    ---            SECURITIES EXCHANGE ACT OF 1934               

                         For the fiscal year ended March 31, 1996
                                                  --------------
                   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934           

                         For the transition period from _________
                         _________________ to ___________________

                  Commission file number 1-6299

                       EMCEE BROADCAST PRODUCTS, INC.
              ----------------------------------------------               
          (Name of small business issuer in its charter)

                 DELAWARE                       13-1926296           
      -------------------------------------------------------------------
      (State or other jurisdiction of   (I.R.S. Employer Identification
       incorporation or organization)    Number)

 SUSQUEHANNA STREET EXTENSION,WEST, PO BOX 68, WHITE HAVEN, 18661-0068        
------------------------------------------------------------------------
(Address of principal executive                              (Zip Code)
 offices)

Issuer's telephone number: (717) 443-9575
                       ---------------  
                                 
Securities registered under Section 12(b) of the Exchange Act:

Title of each class:                 Name of each exchange on which
                                               registered:

        Common                     NASDAQ National Market             
----------------------------------------------------------------------

Securities registered under Section 12(g) of the Exchange Act:

                               None                               
                         (TITLE OF CLASS)


<PAGE>
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past twelve (12) months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past ninety (90)
days.

                                        Yes   X    No      


Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is met contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. 


State issuer's revenues for its most recent fiscal year. $14,292,562.


The aggregate market value of the voting stock held by non-affiliates of the
Registrant is $27,396,719, computed by reference to the closing bid price of
the stock at June 26, 1996. This computation is based on the number of issued
and outstanding shares held by persons other than directors and officers of
the Registrant.


State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

                CLASS                  OUTSTANDING AT JUNE 27, 1996
Common stock, par value $.1-2/3 per sh.       4,152,757


               DOCUMENTS INCORPORATED BY REFERENCE
     

          Items 9, 10, 11 and 12 in Part III of this report are incorporated
by reference from the Proxy Statement expected to be filed within one hundred
twenty (120) days of the close of the Registrant's fiscal year ended March 31,
1996.


Transitional Small Business Disclosure Format (Check One) 

                                        Yes      ;  No   X  .<PAGE>
<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
          (a) The following constitutes an Exhibit Index of the applicable
Exhibits to this report:

          DESCRIPTION OF EXHIBIT                            PAGE NUMBER

Articles of Incorporation and Bylaws (3)    

     Certificate of Incorporation. . . . . . . . . . . . .        36  
     Bylaws. . . . . . . . . . . . . . . . . . . . . . . .       ( 1)
 
Material Contracts (10)   

     Purchase and Sale Agreement . . . . . . . . . . . . .       ( 1)
     1988 Stock Option Plan. . . . . . . . . . . . . . . .       ( 1)
     Officers Incentive Compensation Plan  . . . . . . . .        61
     Agreement (Change in Control Agreements for 
      certain Executive Officers). . . . . . . . . . . . .        63
     Non-Negotiable, Non-Transferable Stock Warrant. . . .        79
     Purchase Order Master Contract. . . . . . . . . . . .        92 (2)

Subsidiaries (21). . . . . . . . . . . . . . . . . . . . .       ( 3)

Financial Data Schedule (27) . . . . . . . . . . . . . . .       ( 4)
                                                                       

     (1) Incorporated by reference from the Form 10-KSB filed by the
Registrant with the U.S. Securities and Exchange Commission for fiscal year
ended 1993.

     (2) Confidential portions have been omitted and filed separately with the
SEC. 

     (3) Incorporated by reference from the Form 10-KSB filed with the U.S.
Securities and Exchange Commission for fiscal year ended 1995.

     (4) This Exhibit was filed electronically, but is not included in the
paper copy of this report.
















<PAGE>

     In accordance with Rule 12b--15 of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



                              EMCEE BROADCAST PRODUCTS, INC.


                              /s/ JAMES L. DESTEFANO 
                              ---------------------------------           
                              James L. DeStefano, President/CEO
                              Date: February 3, 1997


                              /s/ ALLAN J. HARDING  
                              ---------------------------------            
                              Allan J. Harding, Vice President-
                                                  Finance
                              Date: February 3, 1997

<PAGE>





<PAGE>

                    PURCHASE ORDER MASTER CONTRACT


                        DATED FEBRUARY 7, 1996


                                BETWEEN


              GENERAL INSTRUMENT CORPORATION OF DELAWARE

                                  AND

                    EMCEE BROADCAST PRODUCTS, INC.

            [THE BLANK SPACES HEREIN REPRESENT OMITTED PORTIONS 
               WHICH HAVE BEEN FILED SEPPARATELY WITH THE SEC]


<PAGE>
<PAGE>
                           TABLE OF CONTENTS

I. SCHEDULES                                                1 

II.      SCOPE OF CONTRACT                                  2

III.     PURCHASE ORDERS, PERFORMANCE OF ENGINEERING 
         SERVICES AND PRICES                                2

IV.      SHIPMENT OF EQUIPMENT AND TESTING PROCEDURES       4

V.      TITLE AND RISK OF LOSS                             5

VI.      PAYMENT                                            6

VII.     OPERATING MANUALS, SCHEMATICS AND VIDEO TAPES      6

VIII.    WARRANTY, QUALITY ASSURANCE AND INSPECTION         7

IX.      NON-WARRANTY REPAIRS AND SPARES SUPPORT FOR 
         SARA VISION                                        8

X.       MUTUAL REPRESENTATIONS                             9

XI.      CONFIDENTIALITY AND PROPRIETARY RIGHTS             9

XII.     INDEMNIFICATION                                    10

XIII.    LIMITATION OF LIABILITY                            12

XIV.     FORCE MAJEURE                                      12

XV.      TERMINATION                                        15

XVI.     ALTERATIONS, ADDITIONS AND OTHER VARIATIONS        16

XVII.    NONWAIVER OF RIGHTS                                17

XVIII.   NOTICES                                            17

XIX.     APPLICABLE LAW AND RESOLUTION OF DISPUTES          18

XX.      BINDING EFFECT                                     19

XXI.     MEDIA RELEASES                                     19

XXII.    AUDITS AND INSPECTIONS                             19

                                   
XXIII.   CERTAIN REFERENCES; LANGUAGE                       20

XXIV.    INDEPENDENT CONTRACTOR                             20

<PAGE>

XXV.     ENTIRE AGREEMENT                                  20

XXVI.    SURVIVAL                                          20

XXVII.   FURTHER ASSURANCES                                20













































                                  


 <PAGE>
                    PURCHASE ORDER MASTER CONTRACT

THIS Contract is made and effective on this 7th day of February 1996 (the
"Effective Date"), by and between GENERAL INSTRUMENT CORPORATION OF DELAWARE,
a Delaware corporation ("Buyer") and EMCEE BROADCAST PRODUCTS, INC., a
Delaware corporation ("Seller"). 

                             WITNESSETH: 

  WHEREAS, Buyer is an internationally known manufacturer and supplier of
satellite and wireless cable television equipment; 

  WHEREAS, Buyer has entered into an Agreement with Sara Vision Ltd., a Saudi
Arabian limited liability company ("Sara Vision"), to design and supply to
Sara Vision satellite and cable television equipment so as to enable Sara
Vision to offer a wireless multipoint, multichannel distribution television
system (the "WATS System") to its customers within The Kingdom of Saudi Arabia
("Saudi Arabia"); 

  WHEREAS, Seller is a manufacturer and supplier of the equipment (the
"Equipment") and/or engineering and other services (the "Services") set forth
in Schedule A, which Buyer wishes to include in its design, qualification,
assembly and integration of the WATS System; 

  WHEREAS, to accomplish the foregoing objective Buyer desires to have Seller
design and supply the Equipment and the Services for use in the WATS System; 

  NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Contract, the parties hereto hereby agree as follows: 

I.      SCHEDULES

This contract between the parties ("Contract") consists of the terms and
conditions set forth herein and the following schedules incorporated by
reference: 

A. Schedule A          Equipment Specifications, Engineering and Other         
                       Services Description

B. Schedule B          Form of Purchase Order

C. Schedule C          Contract Price and Payment Terms

D. Schedule D          Cancellation Charges and Late Delivery Penalties

E. Schedule E          Testing and Acceptance Procedures

F. Schedule F          In-Country Spares



<PAGE>

II.     SCOPE OF CONTRACT 

A.      Pursuant to this Contract Seller shall (i) provide to Buyer the
Services as set forth in Schedule A to this Contract, to be performed outside
of Saudi Arabia, with respect to the design, qualification, special assembly
and integration of the Equipment in the WATS System, and (ii) sell to Buyer
the Equipment for use in the WATS System in accordance with the Equipment
Specifications set forth in Schedule A to this Contract; and Buyer shall pay
for the Equipment and the Services in accordance with the Contract Price set
forth in Schedule C to this Contract. 

B.      The Equipment to be supplied hereunder shall be manufactured or
supplied by Seller. Seller shall disclose to Buyer in writing within five (5)
days of the Effective Date the model number for each model of Equipment to be
supplied under this Contract other than such Equipment which has no model
number. Upon the revision of any model number identified to Buyer hereunder,
Seller shall promptly identify such revised model number to Buyer. 

C.      In no event shall Seller, without Buyer's prior written consent, make
any changes to the Equipment or the Equipment manufacturing process which
affect the Equipment's design, specification, operation, external appearance,
performance or quality, or otherwise deviates from the Equipment
Specifications. Seller shall notify Buyer in writing of any proposed changes
to the Equipment as well as any proposed material changes to the Equipment
manufacturing process at least ninety (90) days prior to any implementation
thereof, and shall provide to Buyer such information as may be reasonably
required by Buyer to analyze the expected impact of such changes. 

D.      All work to be performed by Seller in Saudi Arabia shall be governed
by a separate services agreement between Seller and Buyer's affiliate, General
Instrument (U.K.) Ltd. 

III.    PURCHASE ORDERS, PERFORMANCE OF ENGINEERING SERVICES AND PRICES 
A.      The term "Purchase Order" as used herein shall mean Buyer's written
purchase order in the form set forth in Schedule B to this Contract, which is
submitted to Seller for the purchase of Equipment and Services hereunder.
Except as otherwise agreed by Buyer and Seller, all Purchase Orders for
Equipment shall be issued at least _______ (_____) days prior to the required
delivery date. Such Purchase Orders shall reference this Contract, identify
the Equipment and Services, pricing, quantity, shipping and destination
information, the required delivery date and other pertinent information for
Seller to supply the Equipment and Services hereunder. Such Purchase Orders
are incorporated herein by reference. If, however, any term of an issued
Purchase Order conflicts with any term of this Contract, this Contract shall
take precedence. Acceptance of such Purchase Orders by Seller may be made by
signing and returning the attached acknowledgment copy of the Purchase Orders,
by other express acceptance, or by attempted part or full performance. If
Seller uses its own form to accept a Purchase Order, it is understood that
such use is for Seller's convenience only and that Buyer hereby
refuses to assent to any terms or conditions contained therein, whether


<PAGE>
conflicting with or in addition to those contained herein, and such
conflicting and/or additional terms and conditions shall be of no force or
effect. Acceptance by Seller of such Purchase Orders are limited to 
the terms and conditions of this Contract, and Buyer hereby rejects any other
terms, conditions and provisions proposed by Seller. Seller shall acknowledge
each Purchase Order in writing within _____ (____) calendar days of receipt.
Purchase Orders may be submitted hereunder by Buyer and its affiliated
companies as from time to time are identified in writing by Buyer to the
Seller. Unless agreed in writing by Buyer, Seller shall not purchase
materials, or make commitments or production arrangements, in excess of the
amount, or in advance of the time reasonably necessary to meet the required
delivery date as set forth onthe Purchase Orders submitted hereunder. 

B.      Seller shall, in a competent and professional manner, promptly perform
the Services set out in Schedule A and prepare and deliver to the Buyer the
reports and documents set forth therein 

C.      Beginning with the first month following the effective date of this
Contract, Buyer shall provide to Seller on or before the first day of each
calendar month a forecast of expected Equipment and Services for the next six
months. Such forecasts for Equipment and Services are for planning purposes
only and shall not be considered a binding commitment absent a Purchase Order
issued in accordance with this Contract. 

D.      The Equipment and Services shall be sold hereunder at the prices set
forth on Schedule C, or such other prices as Seller and Buyer may agree in
writing from time to time during the term of this
Contract._____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

E.      Buyer may at any time and from time to time, without further cost or
liability, by written notice to Seller at least _______ (______) business days
prior to a required delivery date, reschedule any Purchase Order, in whole or
in part, to a later rescheduled delivery date. 

F. _______________________________________________________________________
In the event of a cancellation of any Purchase Order or portion thereof by
Buyer for reason other than a "Force Majeure" event described in paragraph XIV
or Seller's fault hereunder, Seller may, at its election, require Buyer to pay
a cancellation charge for the Equipment and Services canceled by Buyer. Such
cancellation charge, if any, shall be determined in accordance with Schedule
D.
__________________________________________________________ Seller shall not be
paid for any work done in respect of the canceled Purchase Order after receipt
of the notice of cancellation nor for any costs or expenses of Seller or
Seller's suppliers or subcontractors which Seller could reasonably have
avoided. 



<PAGE>
In no event shall any such cancellation charge exceed the purchase price of
the Equipment and Services canceled, nor shall any such charge apply to goods
or materials which are reasonably returnable by Seller or otherwise useable or
can be sold in the normal course of Seller's business. 

Within thirty (30) days after notice of cancellation by Buyer, Seller shall
present Buyer with a cancellation charge calculation accompanied by a
certificate signed by the Controller or other financial officer of Seller
stating that such charge properly includes all costs connected with or
incurred as a result of such cancellation. Buyer shall pay Seller for all
cancellation charges determined in accordance with Schedule D hereof within
thirty (30) days of Buyer's receipt of Seller's invoice therefor, together
with the certificate signed by the Controller or other financial officer of
Seller. Subject to Paragraph XI, title to all items of work subject to the
canceled Purchase Order, which would have been incorporated into a deliverable
item under this Contract, shall, upon payment by Buyer in full of the
cancellation charges due hereunder, vest in Buyer, and shall be tendered to a
carrier of Buyer's selection. 

IV.     SHIPMENT OF EQUIPMENT AND TESTING PROCEDURES

A.      Seller shall mark, pack, package, crate, transport, ship and store all
Equipment to ensure (i) delivery thereof to the identified ultimate
destination in safe condition, (ii) compliance with all requirements of the
carrier and destination authorities and (iii) compliance with any special
instructions of Buyer contained in any Purchase Order. Buyer shall designate
the carrier for shipment. All shipments shall be made__________________
________________________, and the prices identified herein shall include all
fees, costs and charges to be paid for the Equipment, including without
limitation, all applicable taxes and all applicable charges for packing,
storing and loading. 

B.      All Equipment shall be manufactured and delivered to Buyer in
accordance with the required delivery dates, time being of the essence. Upon
availability for shipment from Seller's location of the Equipment purchased
hereunder, Seller shall promptly notify the carrier designated by Buyer and
tender such equipment to the carrier for shipment. Seller shall immediately
notify Buyer by telephone, with written confirmation, of the occurrence of any
delay and the period of such delay in the scheduled and or actual delivery of
any Purchase Order hereunder or any portion thereof with respect to the
required delivery date._______________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________ 

Notwithstanding anything to the contrary in this Contract, Seller acknowledges
that in the event of its failure to deliver Equipment or to perform associated
Services by the date or within the time period specified in a Purchase Order,



<PAGE>
Buyer may incur losses or damages that will be difficult or impossible to
measure or otherwise ascertain. If the delay is not due to fault of Buyer or
the occurrence of a "Force Majeure" event described in Paragraph XIV of this
Contract, Buyer may, at its option, assess Seller the late delivery penalties
listed in Schedule D to this Contract. If at any time during the term of this
Contract the Equipment or Services designated on any Purchase Order is to be
delayed or has been delayed for a period of more than _____ (____) days from
the required delivery date, and such delays are not due to fault of Buyer or
the occurrence  of  a  "Force Majeure" event  described in Paragraph XIV of
this Contract, then such delays will constitute a default in Seller's
performance of its material obligations under this Contract. 

C.      Seller shall in a timely manner duly prepare and provide to the
selected carrier and send by reliable courier to Buyer, the following for each
shipment of the Equipment: 

   1.   such documentation as may be required in order to enable the Equipment
        to be exported to and landed in Saudi Arabia in accordance with Saudi
        Arabian requirements.

   2.   two original detailed packing lists for such equipment, each stating
        the model number (where available), quantity and description of
        tendered equipment to which such amount relates.

D.      Seller shall perform the performance testing of the equipment in
accordance with the testing and acceptance procedures as are set forth in
Schedule E. If such tests are not successfully completed to Buyer's reasonable
satisfaction and reasonable approval, Seller shall evaluate the results and
subject to the terms hereof, promptly make, or cause to be made, such
corrections and/or adjustments to the operation, configuration, or design of
the Equipment as will result in a Successful Completion (as such term is
defined below) of such performance testing. 

E.      Buyer shall be given at least ____ (___) business days notice prior to
the commencement of such testing and given the opportunity to observe such
testing. In the event Buyer determines not to observe the testing performed at
Seller's facility, the test results shall be deemed to have been approved by
Buyer upon Seller's certification that the tests have resulted in a Successful
Completion. Seller acknowledges and agrees that representatives of Sara Vision
may attend with Buyer any testing sessions as to which Buyer may attend
hereunder. The term "Successful Completion" as used herein shall mean the
completion of the applicable tests to the reasonable satisfaction of Buyer in
accordance with the procedures contemplated in Schedule E hereto, with test
results equal to or better than the test results set forth therein as being
acceptable. Seller shallrecord in writing such test results and certify in
writing each Successful Completion thereof in the form of, and in accordance
with the procedures set forth in, Schedule E (a "Certificate of Successful
Test Completion"). 






<PAGE>

V.      TITLE AND RISK OF LOSS

Unless otherwise set forth on a Purchase Order, title and risk of loss for all
items purchased hereunder shall pass to Buyer when
Equipment________________________________________________________. Without
limiting the foregoing, prior to Seller's shipment of the Equipment in the
manner required hereunder, the Equipment shall be held by or on Seller's
behalf without risk or expense to Buyer, and any payments received by Seller
for the purchase of such items shall be held by Seller pending such title
transfer. 

VI.     PAYMENT

A. In consideration for the sale of the Equipment and the performance of the
Services (including without limitation the due performance of the applicable
testing described in Paragraph IV.E above) in accordance with the provisions
of this Contract, Buyer shall promptly pay to Seller the total amount set
forth in Schedule C, in U.S. Dollars (the "Contract Price"). 

B.      Such payment of the Contract Price shall be made in accordance with
the payment schedule set forth on Schedule C. 

C.      Buyer may deduct from any payment due to Seller or set-off against any
claim by Seller any amount which is due to Buyer by Seller for any reason,
including, among other reasons, any charges caused by deviations from the
terms, conditions and provisions of a Purchase Order. 

VII.    OPERATING MANUALS, SCHEMATICS AND VIDEO TAPES

A.      Concurrently with the delivery of the Equipment to which it relates,
Seller shall provide Buyer with five (5) copies of any associated English
language (i) operating/customer maintenance manuals for each unit of the
Equipment and/or (ii)schematics or blueprints for each unit of the Equipment. 

B.      Seller shall, at Seller's expense, assist Buyer in the preparation of
English language video tapes with respect to the operation, troubleshooting
and service of the Equipment. Alternatively, if Seller has already prepared
video tapes relating to the operation, troubleshooting and service of the
Equipment, then, at Buyer's sole option after review of the content of such
video tapes, Seller may provide Buyer with five (5) copies of one or more
English language video tapes for each type of Equipment sold hereunder. 

VIII.   WARRANTY, QUALITY ASSURANCE AND INSPECTION

A.      Seller warrants that each item of Equipment being sold hereunder
shall, for the Warranty Period set forth below, (i) conform in all material
respects to the Equipment Specifications set forth on Schedule A, be free from
defects in design, materials and workmanship, and, at the time of shipment,
consist of new and unused components and parts, (ii) with respect to Services
to be performed hereunder, be diligently performed in a prompt, competent and
professional manner, (iii) be free of any adverse third party claim against
title and comply with all applicable governmental laws and regulations 
<PAGE>
governing the manufacture, sale and export of the Equipment under this
Contract, (iv) notinfringe the proprietary and contract rights of others which
in any way restrict or prevent Buyer's or Sara Vision's use of such Equipment,
and (v) be merchantable and otherwise fit for the particular purposes and uses
for which they are purchased to the extent that such purposes and uses are
generally known to Seller. The Warranty Period for the Equipment covered by
this paragraph shall commence upon Seller's shipment of such Equipment to
Buyer and continue thereafter until the earlier of _______________________
__________________________________________________________________________
Such warranty shall be assignable by Buyer to Sara Vision. 

B.      Seller shall upon notice or discovery of any Equipment which fails to
comply with Seller's warranty hereunder ("Equipment Failure") promptly correct
the cause of the Equipment Failure, and, at Seller's option, promptly repair
to first quality with new and unused parts or promptly replace the Equipment
that is affected by the Equipment Failure. Unless otherwise indicated,
"promptly" as used in this paragraph shall mean by the earliest time that is
reasonably possible through the use of best efforts and due diligence, but in
no event more than _________ (____) days. Buyer shall be responsible for
returning the affected Equipment to Seller. Seller shall be responsible for
all other expenses resulting from an Equipment Failure that are incurred in
storing, packing, repairing, replacing and re-shipping Equipment to Buyer. 

1. If the cause of an Equipment Failure is not corrected and/or the affected
Equipment is not repaired or replaced within such time period, Buyer may, at
its option and by written notice to Seller at any time and from time to time
thereafter during the continuance of Seller's failure to correct the Equipment
Failure: (i) without liability or charge, cancel any Purchase Order or
affected portion thereof and return for a full refund any Equipment to which
the Equipment Failure relates, or (ii) make such corrections, repairs and
replacements as are required with respect to the Equipment Failure and charge
Seller for the costs incurred in so doing. All such monies as may become
payable to Buyer hereunder shall be promptly paid by Seller, or at Buyer's
option offset against any monies due to Seller.

2. If there is an Equipment Failure which occurs ________ times as a result of
the failure of a particular component of Equipment containing the same serial
number, said component shall be considered as unreliable, and Seller shall be
required to promptly replace such affected component with a new and unused
component of the same model number. 

3. If there is an Equipment Failure which occurs as a result of the failure of
a particular electronic component in a particular component of Equipment
containing the same model number either _______ times or in _______ of the
components of Equipment delivered under this Contract, whichever is greater,
then the Equipment Failure will constitute an "____________ Failure." In the
event of an ________ Failure, Seller must promptly respond to (x) investigate
the cause of such ________ Failure, (y) correct the cause of such ________
Failure in each item of Equipment delivered under this Contract, and (z)
correct the cause of such ________ Failure in each item of Equipment in the
process of being manufactured 



<PAGE> 
under the Contract. In the case of an ________ Failure, Buyer shall be
entitled to investigate the cause of such ________ Failure along with Seller,
and Seller shall share with Buyer all information relating to the cause and/or
correction of such ________ Failure.

4. If there is an Equipment Failure or an ________ Failure which is not or
cannot be promptly remedied by Seller as set forth above, then such Equipment
Failure or ______ Failure shall constitute a default in Seller's performance
of its material obligations under this Contract.

5. Until ________________________________________ described above, in an
effort to minimize the potential downtime resulting from Equipment Failure,
Seller will support an exchange program whereby Seller will ship those items
of additional Equipment identified on Schedule F, which Equipment shall be
maintained by Seller in an inventory in Riyadh at Seller's expense. In the
event of an Equipment Failure, Seller shall permit Buyer or Sara Vision to
exchange the affected Equipment for Equipment of like kind maintained in
inventory and will repair thedefective Equipment and return it to Riyadh,
where it can then be inventoried in order to service any future Equipment
Failures.

C. The warranties set forth herein shall apply only to the Equipment which,
after regular installation and under normal usage, are found to have been
defective within the warranty period specified by Seller. Seller must be
notified of any claims hereunder, no later than ______ (___) days after the
expiration of the warranty period. Such warranties shall not apply to
equipment or component parts thereof that have been damaged as a result of
physical or electrical abuse,accident, misuse, use under other than normal
operating conditions, disassembly or repair of warranted Equipment by persons
other than Seller's employees, except with Seller's written approval. Seller
shall not be responsible for delays in performing its obligations under this
Paragraph resulting from Buyer's negligence or fault or from events of Force
Majeure. Buyer may, but shall not be required to, perform tests prior to the
expiration of the warranty period to determine whether equipment conforms to
applicable warranties.

D.      THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES,
WHETHER
EXPRESS OR IMPLIED. 

IX.     NON-WARRANTY REPAIRS AND SPARES SUPPORT FOR SARA VISION 

A.      Seller agrees that for at least ______ (___) years from the delivery
of the Equipment (the "Support Period"), Seller shall maintain the ability to
provide Buyer and/or Sara Vision (or make arrangements for the provision of)
with its reasonable requirements for such repair services and/or spare parts
for the Equipment which it manufactures and furnishes hereunder. It is
understood that the charges to Buyer and/or Sara Vision for spare parts and/or
repairs not covered by warranty shall be at the then current, published time
and material rates or spare parts prices and shall be invoiced and payable as
soon as work involved is completed. All shipping, insurance, handling and
other like costs and expenses associated with such repair services shall be 


<PAGE>
the responsibility of Buyer and/or Sara Vision as the case may be. Such repair
services will be provided by Seller at a facility to be designated by Seller.
Seller shall have no obligation hereunder or otherwise, to provide further
spare parts or repair services with respect to any goods which it has not
furnished hereunder, or to any person or entity that has failed to pay
promptly for any such spare parts or repairs. Seller has the right at any time
to change the amount of credit or terms of payment or to withdraw credit and
to require partial or full payment in advance as a condition of rendering
further services or making further shipments hereunder. 

B.     
___________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
_______________________________________________________

X. MUTUAL REPRESENTATIONS

Each party represents and warrants that: 

  1.    It is duly incorporated and in good standing in its jurisdiction of
        incorporation and has corporate power and authority to enter into and
        perform this Contract.

  2.    Its execution, delivery and performance of this Contract has been duly
        authorized by all necessary corporate action.

  3.    Neither it, nor any of its owners, officers, directors, employees,     
    agents or representatives (i) is (or will be at any time during the        
    term of this Contract) an official, agent or employee of, or in any        
 manner connected with, any government, political party, or any entity,        
 agency,instrumentality or subdivision of such government or party, or         
any corporation or other entity owned or controlled thereby, and (ii)         
has received any payment, has knowledge of any payment or other         
benefit, or will knowingly assist with or permit any payment or other         
benefit, to be made, directly or indirectly, by or on their behalf, to         
any person who is an official, agent or employee of, or in any manner         
connected with, any government, political party or any entity, agency,         
instrumentality or subdivision of such government, party, or any         
corporation or other entity owned or controlled thereby, for the         
purpose of obtaining or retaining business within Saudi Arabia, and         
shall promptly notify the other of any
        event that would or may result in an exception to the foregoing
        representations .

XI. CONFIDENTIALITY AND PROPRIETARY RIGHTS

A.      All information disclosed by either party to the other party,      
including the terms and conditions of this Contract shall be subject to the
Non-Disclosure Agreement dated October 13, 1994 between Buyer and Seller.


<PAGE>

B.      In the event that the Equipment Specifications require that the
Equipment is to bear any trade names, trademarks, insignias, logos and the
like, which are owned or controlled by any General Instrument affiliated
company ("General Instrument Marks"), such use shall be strictly in accordance
with Buyer directions and nothing contained in this Contract shall transfer or
grant to Seller any right or interest in the General Instrument Marks except
use thereof in the supply of Equipment to Buyer pursuant to this Contract.
Upon termination of this Contract, for any reason, Seller shall remove all
General Instrument Marks from any Equipment which may thereafter remain in
Seller's possession or control. 

C.      Except as set forth in this Contract, nothing contained herein shall
transfer or grant to either party each other's rights in patents, copyrights,
trade secrets or other proprietary rights related to Equipment except the use
thereof as related to and provided under this Contract. 

D.      The obligations under this Paragraph shall survive termination or
expiration of this Contract. All tangible forms of proprietary information
delivered by a party to the other hereunder shall be and remain the property
of the party furnishing the same or its applicable supplier or subcontractor,
and shall be returned to the furnishing party upon any termination of this
Contract as a result of any breach by the receiving party hereunder. 

E.      Neither party shall use the name or the name of any trademark or trade
name (or symbolic representation thereof) of the other party or its parent,
subsidiaries or other affiliates, in marketing, advertising, public relations
efforts or in any other manner without the express written consent of such
other party in each instance, which consent shall not unreasonably be withheld
or delayed. 

XII. INDEMNIFICATION

A.      Seller shall indemnify and hold harmless Buyer, its shareholders,
directors, officers, employees, agents, attorneys, designees and assignees, or
any of them, from and against all losses, damages, settlement amounts,
liabilities, expenses, attorney's fees, costs, claims, suits, demands,
actions, causes of actions, proceedings, judgments, assessments, deficiencies
and charges (collectively, "Damages") caused by, relating to or arising from a
default in Seller's performance in accordance with this Contract of its
obligations hereunder, or a breach of its warranties or representations made
herein. 
B.      Buyer shall indemnify and hold harmless Seller, its shareholders,
directors, officers, employees, agents, attorneys, designees and assignees, or
any of them, from and against Damages caused by, relating to or arising from a
default in Buyer's performance in accordance with this Contract of its
obligations hereunder, or a breach of its warranties or representations made
herein. 

C.      Seller shall indemnify and hold harmless the Buyer, its shareholders,
directors, officers, employees. attorneys. agents, designees and assignees,
from

<PAGE>
and against all Damages to the extent that such Damages are based on a claim
that equipment manufactured and sold by Seller to Buyer constitute an
infringement of any United States or Saudi Arabian patent or copyright, or
misappropriation of atrade secret. Seller shall not be liable for any of the
following exclusions: (i) infringement by equipment not manufactured and sold
by Seller hereunder, or from a combination with, an addition to, or
modification of the equipment after delivery by Seller (other than as
contemplated by this Contract or performed or
authorized in writing by Seller), or from use of the Equipment, or any part
thereof, in the practice of a process, or from the use of other than the
current available releases of any software available from Seller or the
immediately preceding release, except to the extent that Seller has informed
Buyer that such immediately preceding release violates a third party
Intellectual Property right, or (ii) for royalties payable with respect to the
use of such infringing equipment, or for any royalty basis other than as set
forth above. Seller shall not be obligated to defend or be liable for costs
and damages arising out of or related to the above exclusions 

D.      Subject to the aforementioned exclusions, if any equipment
manufactured and supplied by Seller to Buyer is so held to infringe any United
States or Saudi Arabian patent or copyright or to misappropriate a trade
secret and in any such instance Buyer or Sara Vision is enjoined from using
the same, or if Seller believes such infringement or misappropriation is
likely, Seller will exert reasonable efforts, at its expense, (i) procure for
Buyer on behalf of Sara Vision the right to use such equipment free of any
liability for patent or copyright infringement or trade secret
misappropriation or (ii) replace or modify such equipment with a
non-infringing substitute otherwise complying substantially
with all the requirements of the Contract. If Seller is unable to implement
any of the foregoing options, then upon return of the equipment, Seller will
refund to Buyer the purchase price and the transportation costs thereof, less
a reasonable credit for use, damage and obsolescence 

E.      In the event of a claim with respect to which a party is an
indemnified party hereunder, such party (the "Indemnified Party") shall notify
the other party (the "Indemnifying Party") in writing as soon as practicable,
but in no event later than fifteen (15) days after receipt of such claims. The
Indemnified Party's failure to provide such notice shall not preclude it from
seeking indemnification hereunder unless such failure has materially
prejudiced the Indemnifying Party's ability to defend such claim. The
Indemnifying Party shall promptly defend such claim (with counsel of its own
choosing) and the Indemnified Party shall cooperate with the Indemnifying
Party in the defense of such claim, including the settlement of the matter on
the basis stipulated by the Indemnifying Party (with the Indemnifying Party
being responsible for all costs and expenses of such settlement). If the
Indemnifying Party within a reasonable time after notice of a claim fails to
defend the Indemnified Party, the Indemnified Party shall be entitled to
undertake the defense, compromise or settlement of such claim at the expense
of the Indemnifying Party. Upon the assumption of the defense of such claim,
the Indemnifying Party may settle, compromise or defend as it sees fit. 




<PAGE>

F. _______________________________________________________________________    

XIII. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY HEREUNDER BE LIABLE FOR SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF GOOD WILL, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION OF OTHER PECUNIARY LOSS) EVEN IF ADVISED OF THE
POSSIBILITY THAT SUCH DAMAGES MAY ARISE. IN NO EVENT SHALL SELLER BE LIABLE
FOR ANY LOSS OF AUDIO, VIDEO OR DATA SIGNALS. In no event shall either party's
liability for any breach exceed the purchase price for such Equipment giving
rise to the claim. Any action hereunder must be commenced within one (1) year
after the cause of action has accrued. Nothing in this Contract shall relieve
either party of any liability resulting from its gross negligence or willful
misconduct. 

XIV. FORCE MAJEURE

A.      "Force Majeure" shall mean any act, event or condition described below
which prevents the affected party from performing its obligations under this
Contract if such act, event or condition and its effects are beyond the
reasonable control of such party (and any third party over which such party
has control) and are not a result of the willful or negligent action of such
party or of any third party over whom such party has control: 

  1.An act of God, including but not limited to, landslide, lightning,
earthquake, fire, explosion, casualty, storm, or flood;

  2.Acts of boycott, embargo, war, blockade, insurrection, riot or civil
disturbance;

  3.  Strikes, lockouts or concerted acts of workmen (except where it is
within the power of the party invoking Force Majeure to prevent);

  4.  Impossibility in the use of railways, airlines, ships, terminals, ports, 
Airports or other transport means or services;

  5.  Unavailability of energy, goods or materials (compounded by the same     
unavailability from alternate sources);

  6.  A material adverse change in the applicable laws, codes, rules, orders
or regulations, or the enforcement thereof, by governmental authorities, after 
 
the date of this Contract, or a material contradiction within such      
applicable laws, codes, rules, orders or regulations.

B.      If a party's performance of this is prevented, restricted, delayed or
interfered with by reason of Force Majeure, such performance shall be excused
to the extent delayed or prevented by Force Majeure, provided, however, that
reasonable steps are taken to avoid or remove such causes of nonperformance
and to continue performance whenever and to the extent such causes are
removed. 

<PAGE>
C.      Furthermore, Seller shall be under no liability whatsoever for any
damage to the Equipment comprising the WATS System or to other property,
whether of the Buyer, Sara Vision or third parties, or for injury or loss of
life, or for delays which are the consequence, whether direct or indirect, of
war, hostilities, invasion, rebellion, revolution, insurrection or military or
usurped power, civil war, riot, commotion or disorder, or the like, in any way
involving or related to Saudi Arabia (hereinafter collectively referred to as
"special risks"), and in such circumstances the following shall apply: 

 1. If any components of the WATS System supplied by Seller or any other
materials or property shall sustain destruction or damage by reason of any of
the aforesaid special risks, Seller shall nevertheless be entitled to be paid
for the same upon reimbursement of Buyer by Sara Vision; additionally Seller
shall be entitled to be paid by Buyer upon reimbursement of Buyer by Sara
Vision the cost of repairing or replacing any such destruction or damage
thereto so far as may be required by Buyer.

2. Upon reimbursement of Buyer by Sara Vision, Buyer shall repay to Seller any
increased cost of or cost incidental to the execution of its performance
hereunder which is howsoever attributable to or consequent on the special
risks.

3.In the event of such special risks, Buyer shall be entitled, at its option,
to terminate this Contract upon written notice to Seller, in which event
Seller shall immediately cease work in the manner and to the extent specified.
Upon receipt of such a notice of termination, Seller shall promptly take the
following actions:

a. Stop work under the Contracts on the date and to the extent specified in
such notice of termination.

b. Place no further orders for materials, services or facilities, except as
may be necessary for completion of such portion of the work as is not
terminated.

c. Terminate orders to the extent that they relate to the performance of work 
terminated by such notice of termination.

d. Settle all outstanding liabilities and all claims arising out of such
termination of orders for material, services or facilities; and

e. Take such actions as are reasonable for the protection and preservation of
the property related to this Contract which is in the possession of Seller and
for which Buyer has or will acquire title hereunder.

4. Within thirty (30) days after determination by Seller of the cost of all
work terminated, Seller shall submit to Buyer its termination claim consisting
of the costs of all work performed up to the date of
termination,__________________________________________________________________
______________________________________________________________________________
The term "costs" as used herein includes but is not limited to _________
_____________________________________________________________________________ 


<PAGE>
The termination claim shall give credit for all amounts already paid by Buyer
to Seller in respect of the terminated work.

5.    Each termination claim shall be accompanied by a certificate signed by
the Controller or other financial officer of Seller stating that the claim
properly includes costs connected with or incurred as a result of such
termination. In the event Buyer desires independent verification of the
claim, it may request at Buyer's expense to have Seller's independent
certified public accountants audit such costs and report to the parties.

6. Subject to Paragraph XI, title to all items of work, which would have been
   incorporated into a deliverable item under this Contract, and which are in
   progress before the giving of the notice of termination under Paragraph
   XIV.C.3 above, shall, upon payment by Buyer in full of all amounts due
   hereunder after reimbursement by Sara Vision, vest in Buyer, and shall be
   tendered to a carrier of Buyer's selection.

7. If in Seller's sole judgement it is feasible for Seller to utilize any
items of terminated work for which Buyer has paid for hereunder, it shall
submit to Buyer an offer to acquire such items. If such offer is accepted,
Seller's termination claim shall be credited with the agreed acquisition
price.

8.      Upon a partial termination, Seller and Buyer shall upon mutual
agreement equitably reprice the work not terminated and the applicable
Contract Price for such work shall be adjusted accordingly.

9.      Buyer shall have no liability for payments to Seller under this
Paragraph

        XIV unless and until Buyer has received payment therefor from Sara
Vision.

        Buyer agrees that it will proceed with reasonable diligence to pursue
its remedies against Sara Vision.

XV. TERMINATION

A.      Either party shall, upon written notice to the other, have the right
to terminate this Contract, in whole or in part, upon the occurrence of any of
the following events: (i) the other party transfers a substantial portion of
its assets, property or business for the benefit of creditors, (ii) a
receiver, trustee in bankruptcy or similar officer is appointed to take charge
of all or any part of the other party's property or business, or is
adjudicated a bankrupt, (iii) the other party's performance of its material
obligations hereunder is prevented, restricted, delayed or interfered with by
reason of Force Majeure and such event continues for a period in excess of six
(6) months, (iv) the Buyer's agreement with Sara Vision is terminated for any
reason, (v) the other party defaults in its performance of its material
obligations hereunder and such default is not promptly remedied within a
reasonable time after written notice from the non-defaulting party of such
default, or (vi) the representations or warranties made by the other party
hereunder are materially false or breached. 
<PAGE>
B.      In addition, Seller shall have the right to terminate this Contract if
Buyer neglects or fails to make payment in accordance with the terms hereof
and such condition is not remedied within _______ (___) business days (Seller
may, at Seller's option, extend the time for Buyer's cure) after written
notice to Buyer. 

C.      In the event of a termination on account of the occurrence of the
event set out in Paragraphs XV.A.(v), (vi) or XV.B hereof, the following
provisions shall apply: 

  1.    If such termination is by reason of Seller's default, then:


   (a)  Seller shall not be entitled to received any further payments under
        this Contract except for payments as are due equitably or pursuant to
        the terms of this Contract for work (services performed and equipment
        tendered) actually performed in accordance with the relevant
        provisions of this Contract up to the effective date of termination. 

   (b)  Buyer shall be entitled at its option either to: 

        (i)  the terminated work (including title thereto except as provided
             in Paragraph XI) existing on the effective date of the
             termination, plus the difference between (A) all reasonable
             amounts paid to Seller and third parties (including all amounts
             paid previously and subsequently to such termination) necessary
             to conform the terminated work to the relevant provisions of
             this Contract (including without limitation the Equipment
             Specifications), and (B) the Contract Price with respect to the
             terminated work, or

        (ii) a refund of all payments made to Seller, but in no event shall
             any such refund exceed the Contract Price for the work so
             terminated as set out in the relevant provisions of this
             Contract. In the event of such a refund, Seller shall be
             entitled to retain title to any and all work which Seller has
             specifically produced or acquired or entered into in accordance
             with this Contract, as to which such refund has been made. 

  2.    If such termination is by reason of Buyer's default, then Seller shall
        have the right immediately to stop work (including stopping the
        tendering of any undelivered equipment), and Seller shall be entitled
        to receive from Buyer as payment
        _____________________________________________________________.

D.      In the event of a termination on account of the occurrence of the
events set
out in Paragraphs XV.A.(i), (ii), (iii) and (iv) hereof, the provisions
of____________________________________________
____________________________________________.




<PAGE>
E.      In respect of termination claims by either party hereunder, each claim
shall be accompanied by a certificate signed by the Controller or other
financial officer of the claiming party stating that the claim properly
includes all and only those costs connected with or incurred as a result of
such termination. In the event the other party desires independent
verification of the claiming party's claim, it may request at its expense to
have an independent certified public accountant audit such costs and report to
the parties. It is understood and agreed that Paragraph XIX. hereof shall
apply to all disputes or controversies arising out of a termination claim. 

F.      Except as set forth herein such termination shall be in addition to
any other rights and remedies provided by contract, law or in equity. 

XVI. ALTERATIONS, ADDITIONS AND OTHER VARIATIONS 

A.      Buyer shall have the right to request a variation in the quality or
quantity of the Equipment or work, or any part thereof, to be provided under
this Contract, that may in its opinion be necessary, as set forth below: 

  1. To increase or decrease the quantity of any work or Equipment to be
provided under the Contract. 

  2.    To change the timing, character or quality or kind of any such work or
        Equipment. 

Upon acceptance of the same by Seller, such variations shall be considered as
an integral part of the Contract and the value (if any) and scope of all such
variations shall be taken into account in ascertaining the required equitable
adjustment, if any, of the schedule, the amount of the Contract Price and/or
the timing of the payment of such Contract Price according to the Contract. 

B.  Except as set forth herein, Seller and Buyer shall _____________________
of such adjustment to the Contract Price in respect of such variations. Any
reduction in costs to Seller of providing the Equipment or performing the work
resulting from such variations shall be credited against the amounts otherwise
owing to Seller by Buyer hereunder or, if no amounts are owing at such time,
shall be promptly refunded to Buyer. 

C.      The Seller shall, from time to time, send to Buyer or Buyer's
Representative a separate account giving particulars (fully detailed) of all
claims for any additional expense to which Seller may consider himself
entitled hereunder, and of all extra and additional work ordered by Buyer
which it has executed during the preceding month. 

XVII. NONWAIVER OF RIGHTS

Neither the waiver by a party hereto of a breach of, or a default under, any
of the provisions of this Contract, nor the failure of a party on one or more
occasions, to enforce any of the provisions of this Contract or to exercise
any right or privilege hereunder shall thereafter be construed as a waiver of
any subsequent breach or default, or as a waiver of any of such provisions, 



<PAGE>
rights or privileges hereunder. 

XVIII. NOTICES

All notices, requests, or other communications which may be sent or
electronically transmitted by either party to the other party pursuant to this
Contract, shall be in writing, sent by telefax (with confirming telefax
receipt), registered or certified mail, postage prepaid, or delivered by
recognized courier service, and shall be deemed to have been given when
received, as follows: 


If to Buyer: 

   GENERAL INSTRUMENT CORPORATION OF DELAWARE
   GI Communications Division
   2200 Bayberry Road
   Hatboro, PA 19040 USA
   Attention: Director, International Projects
   Tel: 215 830-6137
   Fax: 215 830-5106

with a copy to

   GENERAL INSTRUMENT CORPORATION OF DELAWARE
   GI Communications Division
   2200 Bayberry Road
   Hatboro, PA 19040 USA
   Attention: General Counsel
   Tel: 215 957-8240
   Fax: 215 956-6408

If to Seller: 

   EMCEE BROADCAST PRODUCTS, INC.
   Susquehanna Street Extension
   P.O. Box 68
   White Haven, PA 18661-0068
   Attention: President/Chief Executive Officer
   Tel: 717 443-9575
   Fax: 717 443-9257

with a copy to 

   LAPUTKA BAYLESS ECKER & COHN, P.C.
   2 East Broad Street, 6th Floor
   Hazleton, PA 18201
   Attention: Martin D. Cohn, Esq. and Robert S. Sensky, Esq.
   Tel: 717 455-4731
   Fax: 717 455-0729




<PAGE>
or to such other address as the person to whom notice is to be given may have
specified in a notice duly given to the sender as provided herein. 



XIX. APPLICABLE LAW AND RESOLUTION OF DISPUTES

A. This Contract shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania, including the Uniform Commercial
Code as thereby adopted, without giving effect to any choice of law or
conflict of law provision or rule that would cause the application of the laws
of any other jurisdiction. 

B. Any dispute, controversy or claim arising out of or in connection with this
Contract, including any question regarding its existence, construction,
interpretation, validity, termination, whether during or after the life of
this Contract, shall be referred to and finally resolved by compulsory
arbitration, from which no appeal may be taken, under the Rules of the
American Arbitration Association. The arbitration shall be held in
Philadelphia, Pennsylvania before three arbitrators, one arbitrator to be
appointed by each party. If a party fails to appoint its arbitrator within a
period of ten (10) business days after the other party has appointed its
arbitrator, or if the parties cannot agree on the third arbitrator within a
period of fifteen (15) business days after the appointment of the second
arbitrator, then the second arbitrator and/or the third arbitrator, as the
case may be, shall be appointed by the American Arbitration Association. 

C. The parties hereby consent that service of process in any litigation may be
served in the same manner as any notice hereunder as set forth in Paragraph
XVIII, with the exception that no notification shall be served by fax. 

D.      Judgment upon the arbitration award may be entered by any court having
competent jurisdiction 

E. Nothing in this contract shall be deemed to prevent either party from
seeking injunctive relief from any judicial or administrative authority. 

XX. BINDING EFFECT

These terms and conditions shall be binding upon and inure to the benefit of
both parties hereto and their permitted successors and assigns. Neither party
may assign any right or obligation hereunder without the other's prior written
consent except to an entity controlled by, controlling or under common control
with such party provided (i) the assignee agrees to be bound by the terms and
conditions of this Contract, and (ii) such assignment does not adversely
affect the other party's ability to exercise, and/or benefit from, its rights
under this Contract. As used herein "control" and variations thereof, shall
mean the ownership or control, directly or indirectly, of more than fifty
percent (50%) of the voting power of the shares or other ownership interests
entitled to vote for the election of directors or other governing authority.
Except as specifically 



<PAGE>
provided herein, this Contract is not intended to establish any third-party
beneficiary rights. 


XXI. MEDIA RELEASES

All information released to the media by Seller or Buyer relating to this
Contract shall be coordinated with and approved in writing by Seller and Buyer
prior to its release. Neither Seller nor Buyer shall distribute any
promotional or marketing material using the name of the other party, without
the prior written consent of such party. 

XXII. AUDITS AND INSPECTIONS

Buyer reserves the right to visit Seller's facilities and to audit and inspect
Seller's books, records and operations as is reasonably necessary to verify
Seller's proper compliance with this Contract. Buyer shall give at least five
(5) days prior written notice of such audit and conduct such audit at its own
expense and solely for the purpose of insuring compliance with this Contract.
Any such audit or inspection shall occur during regular business hours and
shall not unreasonably interfere with Seller's business activities. 

XXIII. CERTAIN REFERENCES; LANGUAGE

The various headings and titles herein are for convenience and are not
intended to affect the meaning of the text. 

XXIV. INDEPENDENT CONTRACTOR

This Contract establishes a relationship of vendor and customer and neither
party hereunder shall be deemed an agent, employee, partner, subcontractor or
joint venturer of the other by virtue of this Contract or otherwise.
Furthermore neither party has the authority, express or implied, to assume or
create any obligations, responsibilities or liabilities on behalf of the
other, to provide any certifications to third parties on behalf of the other
party, nor to bind the other in any manner whatsoever. 

XXV. ENTIRE AGREEMENT

This document and the various schedules forming this Contract are to be
considered as one indivisible whole and the various conditions and clauses as
mutually complementary and explanatory. The terms and conditions incorporated
herein contain the final and entire agreement and understanding between the
parties with respect to the subject matter hereof and merge and supersede all
prior agreements, understandings and representations. No additions or
modifications shall be effective unless in writing signed by the parties
hereto.

No course of dealing or usage of trade or course of performance will be deemed
relevant to explain or supplement any term expressed in this contract. 



<PAGE>
XXVI. SURVIVAL

Termination of this Contract for any reason shall not release either party
from any obligations set forth in this Contract which: (i) the parties have
expressly agreed shall survive any such termination; or (ii) remain to be
performed or by the nature of the rights or obligations set out therein, might
reasonably be expected to be intended to survive any such termination. 

XXVII. FURTHER ASSURANCES

Each party hereto agrees that upon the written request of the other, it will
do, or will cause the doing of, all such acts and execute, or cause the
execution of, all such further documents, assignments, transfers and the like,
as the other party hereto may from time to time reasonably request be done
and/or executed as may be necessary or desirable to give effect to this
Contract. 

IN WITNESS WHEREOF, the parties have duly executed this Contract on the date
first above written. 
 
SELLER                            BUYER

EMCEE BROADCAST PRODUCTS, INC.   GENERAL INSTRUMENT CORPORATION OF
                                 DELAWARE

BY:/s/ JAMES L. DESTEFANO        BY:/s/ EDWARD D. BREEN            
--------------------------       ---------------------------------
Name: James L. DeStefano         Name: Edward D. Breen
Title: President/CEO             Title: Vice President
<PAGE>                             
                              SCHEDULE A
<PAGE>
                              SCHEDULE B

Form of Purchase Order: (See Attached)

(This Schedule evidenced a copy of the Buyer's form of purchase order. 
However, because the Contract permits the Seller to use its own form of
purchase order and conditions the use of any purchase order on the specific
terms and conditions of the Contract, the Buyer's form of purchase order shown
hereon is for purposes of example only and, therefore, has not been included
in this EDGAR filing.)


































 








<PAGE>
                              SCHEDULE C
<PAGE>
                              SCHEDULE D

<PAGE>
                              SCHEDULE E
<PAGE>
                              SCHEDULE F